MINUTES OF THE MEETING OF THE PRIDE ENTERPRISES BOARD OF DIRECTORS April 27, 2006 PRIDE Enterprises Corporate Office, St.

Petersburg

A meeting of the PRIDE Enterprises Board of Directors was held on Thursday, April 27, 2006. Acting Chairman Bill Dresser called the meeting to order at 8:09 a.m. Board Members present were: William (Bill) Dresser Walter (Mike) Hill Rick Hanas Jim Reeves Lawrence Hamilton Tomas Jimenez Eddie Jones Ravindra (Rave’) Mehta (via phone) Board Members absent were: Gloria Fletcher Rebecca Smith Secretary James McDonough Carlos Garceran PRIDE Staff members present were: Jack Edgemon, President Peter Radanovich, CFO Dee Kiminki, Assistant Board Secretary John Goltz, Operations Specialist Bob Wignall, Manager, HR & Training Others in attendance were: Barry Brown, President, Effective Resources, Inc. Rosa Carson, Legal Counsel, Florida Department of Corrections Rick Caton, Gregory, Sharer & Stuart (via phone) Betty Butchko, former PRIDE Board Member Robert Sloan, member of general public Summary: • • • Meeting Minutes from January 19, 2006 were approved. The SunTrust Bank Proposal was approved to increase the line of credit and reduce interest rates. A Capital Budget increase request for the purchase of semi tractors was approved.

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• • • • • •

The Wage and Salary Survey was reviewed and recommended adjustments were approved. The Team Based Incentive Program was approved. Executive bonuses for 2005 were approved. Amendments to the Articles of Incorporation were approved. Bylaw changes were approved and will be adopted at the July Board meeting. Officer elections were held to confirm William Dresser as Chairman, Jim Reeves as Vice Chairman, Mike Hill as Treasurer, and Rebecca Smith as Secretary; all will serve until the annual meeting in July 2007. The Chairman of the Board will appoint Committee Chairs with the exception of the Finance Committee Chair, who will be the Treasurer. It was approved that Rick Hanas will serve as a member-at-large on the Executive Committee. An increase in the Board Honorarium was approved.

• • • Notes:

Bill Dresser made opening remarks, welcoming new Board members Tomas Jimenez and Eddie Jones. Mike Hill motioned for approval of the Meeting Minutes from January 19, 2006. The motion was seconded with all in favor. Finance Committee Chairman, Mike Hill, delivered the finance report. Mr. Hill commended the staff for meeting company goals. He then reviewed the financial highlights, which showed favorable variances in all areas. There was additional discussion regarding specific issues, such as the impact of hurricanes and the PIE program. Mike Hill addressed the SunTrust Bank Proposal which would increase the line of credit to $5 million and decrease the interest rate one half point. There was discussion regarding items currently being financed with SunTrust. The Capital Expenditure increase request was also brought to the table. This request is to purchase five semi tractors rather than incurring the additional expense to lease them. Jim Reeves motioned for approval of both the Bank Proposal and the Capital Expenditure increase. The motion was seconded with all in favor. Bob Wignall, Manager HR and Training, and Barry Brown, President, Effective Resources, Inc., joined the meeting at 8:45 a.m.

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Lawrence Hamilton, Chairman of the HR Committee provided a report on the Wage and Salary Survey. The Committee approved the recommendations on Page 27a - 3a, i, ii, and iii which state: i) Increase supervisor salaries so that the minimum of the range is $30,200, which is the starting salary for a certified corrections officer. ii) Increase truck driver salaries from current range of $11.50--$12.50 to new range of $13.50--$14.50. iii) Increase all other employee salaries to reference market minimum; exclude four executives (President, two Vice Presidents, and CFO); and do not exceed $229,000. Mr. Hamilton asked for approval, the motion was seconded with all in favor. Mr. Hamilton continued by addressing the Team Based Incentive Program on page 27b. This program would effectively change from a bonus plan to an incentive plan for all employees, except those on commission or part time. The HR Committee had agreed with the plan and Mr. Hamilton motioned for acceptance. Jim Reeves added that the Finance Committee asked for the deletion of the wording to “provide the Board with the ability to assign company goals and objectives designate target incentive percentages and authorize payment of incentive amounts.” The amended motion was seconded with all in favor. Rave Mehta joined via conf call at 8:51 a.m.; Bob Wignall and Barry Brown left the meeting. Dee Kiminki, Director of Purchasing, provided an update on the Code of Ethics. She worked with Mary Hinkle, Director of Internal Audit and Tom Gregory of Gregory, Sharer and Stuart, to compose the 5 part document. Once complete, every employee and Board member will be asked to sign. An ethics committee will be formed, chaired by an ethics officer with a structure for people to report violations. Mike Hill noted that the Board would provide direction and guidance, not necessarily oversight. All generally agreed that this was moving in the right direction and a final version of the policy will be brought before the Board in July. Rick Caton of audit firm Gregory, Sharer and Stuart joined via conference call at 9:00 a.m. Rick Caton provided a brief overview of the 2005 Audited Financial Statements which garnered an unqualified “clean” opinion. The Audit Committee had previously approved the audit. Mr. Caton left the meeting 9:20 a.m. Tomas Jimenez inquired about the Sunshine Law. It was discussed that PRIDE had not been subject to this law until former Secretary Crosby brought this before the Attorney General’s office. Discussion continued with the understanding that this law makes it difficult for PRIDE to conduct business because of the limitations on communication between Board Members and confidentiality of business discussions. Legal counsel is compiling information and opinions regarding this issue; the subject was tabled. Jim Reeves motioned for approval of the 2005 executive bonuses. The motion was seconded with all in favor.

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There was a break between 9:29 a.m. and 9:49 a.m. Jim Reeves provided a report from the Governance Committee. Amendments to the Articles of Incorporation were presented. Mr. Reeves suggested three simple amendments to the Articles for the Board to adopt. This amendment will be filed with the Secretary of State with a copy sent to the Governor. Jim Reeves moved to adopt the changes. The motion was seconded with all in favor. Rosa Carson joined the meeting at 9:55 a.m. Bill Dresser welcomed Rosa Carson who was attending on behalf of Secretary McDonough. Ms. Carson had recently been appointed to general council and stated that she will now be more involved with affairs between PRIDE and DC. Ms. Carson also conveyed that Secretary McDonough is very interested in creating more inmate jobs as well as fostering a working relationship between DC and PRIDE for mutual benefit while taking into consideration both business practices and security measures. Jim Reeves addressed the issues of Bylaw changes. He noted that staff conducted a review of the Bylaws for compliance with the Articles of Incorporation. Mr. Reeves asked for the Board to review theses changes which included officer designations and Board honorarium. A slate of officers was named consisting of Bill Dresser for Chairman, Jim Reeves for Vice Chairman, Mike Hill for Treasurer, and Rebecca Smith for Secretary. The officers would serve until the annual meeting in 2007. Jim Reeves moved to approve the slate of officers. The motion was seconded; a vote was taken with all in favor except Mike Hill to carry the motion. It was moved that the Chairman of the Board make appointments for Committee chairs with the exception that the elected Treasurer would automatically serve as the Finance Committee Chairman. The motion was seconded with all in favor. Mike Hill moved to add Rick Hanas to the Executive Committee as a member-at-large. The motion was seconded with all in favor. There was discussion regarding the annual meeting of the Board. Jim Reeves moved that the Annual Meeting of the Board would be held each July with an election of officers for one year terms, with the next election taking place at the meeting in July 2007. The motion was seconded with all in favor. Jack Edgemon provided the President’s report. The DC nursery work program was discussed. The idea is to partner with an existing nursery that has a State contract to grow plants for DOT road beautification, PRIDE providing the land and labor. This would provide inmate jobs and vocational training. Rosa Carson added the support of the Secretary in creating more jobs. The DC work release center laundry program was reviewed. Installation of machines was complete in February. However, initial cash receipts were well below plan projections. The Laundry Contract states that minimum payments to DC would be

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waived if receipts were below minimum revenue projections. The program will continue to be evaluated. Jack Edgemon stated that the ITC lawsuit continues to be in litigation; a settlement agreement is expected in the near future. Jack Edgemon added that PRIDE is currently researching a food service vocational training program for DC cafeteria workers, utilizing community college education resources. Although this would not be a typical business model, this is an opportunity to greatly increase the number of inmates in vocational training programs each year. It may also foster a working relationship with ARAMARK, DC’s food service provider. If successful, a similar program could be developed for the prison laundries. Mike Hill addressed the issue of Board honorarium. After some discussion, Mr. Hill moved to that the Board honorarium be set at $1000 for a Board meeting, $750 for a committee meeting, $500 for a teleconference meeting, and $375 for any in-person scheduled meeting attended via phone. The total annual honorarium that can be paid to any Board Member is $10,000. The motion was seconded with all in favor. This change will take effect when the Bylaw changes are approved. Public attendee, Mr. Robert Sloan, was extended the courtesy to address the Board. As a former inmate and PRIDE worker, Mr. Sloan supported the PRIDE program but was critical of the way in which PIECP wages were administered. He provided a handout of questions for the Board. The Board appreciated the feedback and would investigate the complaint. Betty Butchko, former PRIDE Board member, joined the meeting at 11:13 a.m. Bill Dresser honored Betty Butchko for her service to the Board, which began January 21, 2005 until her appointment to circuit court judge and subsequent resignation on January 6, 2006. Mr. Dresser read the resolution in honor of her service to the Board; Jim Reeves moved for approval, with all in favor. A similar resolution was approved for Dr. Gwendolyn Stephenson. Lawrence Hamilton moved to adjourn, with all in favor. There being no further business, the meeting was adjourned at 11:30 a.m.

____________________________ William Dresser, Chairman

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